-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RYHQzAcGVcG0bcPgoKf/yQlZ0vTWTToxWZbQtyTmoZVBJNSdG3oIiczMaRwJ2VQu wZ2BdfpSjhhs7cT3y0r+jw== 0000006207-08-000023.txt : 20081210 0000006207-08-000023.hdr.sgml : 20081210 20081210154557 ACCESSION NUMBER: 0000006207-08-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081209 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081210 DATE AS OF CHANGE: 20081210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMREP CORP. CENTRAL INDEX KEY: 0000006207 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 590936128 STATE OF INCORPORATION: OK FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04702 FILM NUMBER: 081241059 BUSINESS ADDRESS: STREET 1: 300 ALEXANDER PARK STREET 2: SUITE 204 CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: (609) 716-8200 MAIL ADDRESS: STREET 1: 300 ALEXANDER PARK STREET 2: SUITE 204 CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: AMREP CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN REALTY & PETROLEUM CORP DATE OF NAME CHANGE: 19671019 8-K 1 axr8k120908.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 9, 2008 ----------------- AMREP CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Oklahoma 1-4702 59-0936128 - ------------------------------- ---------------- -------------------- (State or Other Jurisdiction of (Commission File (IRS Employer Incorporation or Organization) Number) Identification Number) 300 Alexander Park, Suite 204, Princeton, New Jersey 08540 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (609) 716-8200 ---------------- Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition. ---------------------------------------------- On December 9, 2008, AMREP Corporation issued a press release that reported its results of operations for the three and six month periods ended October 31, 2008. The press release is being furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in this Form 8-K and the exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits. ---------------------------------- (c) Exhibits: 99.1 Press Release, dated December 9, 2008, issued by AMREP Corporation. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMREP CORPORATION Date: December 10, 2008 By: /s/ Peter M. Pizza ------------------- ----------------------- Peter M. Pizza Vice President and Chief Financial Officer -2- EXHIBIT INDEX ------------- Exhibit Number Description - ------ ----------- 99.1 Press release, dated December 9, 2008, issued by AMREP Corporation. -3- EX-99 2 axr8kpress120908.txt EXHIBIT 99.1 FOR: AMREP Corporation 300 Alexander Park, Suite 204 Princeton, New Jersey 08540 CONTACT: Peter M. Pizza Vice President and Chief Financial Officer (609) 716-8210 AMREP REPORTS SECOND QUARTER AND SIX MONTH RESULTS Princeton, New Jersey, December 9, 2008 - AMREP Corporation (NYSE:AXR) today reported net income of $2,895,000, or $0.48 per share, for its fiscal 2009 second quarter ended October 31, 2008 compared to net income of $3,467,000, or $0.55 per share, for its fiscal 2008 second quarter ended October 31, 2007. For the first six months of fiscal 2009, net income was $2,966,000, or $0.49 per share, compared to net income of $9,730,000, or $1.50 per share, in the same period of 2008. Results for the first six months of 2009 were from continuing operations while the results for the first six months of 2008 included a loss on discontinued operations of $57,000, net of tax, or $.01 per share, that reflected costs incurred in the first quarter of fiscal 2008 in connection with the settlement of all litigation related to the Company's water utility subsidiary that were in addition to costs estimated and accrued for this matter in the fourth quarter of fiscal 2007. Revenues were $40,290,000 and $75,860,000 in the second quarter and first six months of 2009 compared to $42,090,000 and $93,449,000 in the same periods last year. Revenues from land sales at the Company's AMREP Southwest subsidiary were $4,810,000 and $6,073,000 for the three and six month periods ended October 31, 2008 compared to $3,161,000 and $21,311,000 for the same periods of the prior year. The revenue increase for the second quarter of 2009 compared to the same quarter of 2008 reflected the sale in this year's second quarter of approximately 50 acres of undeveloped land for $3,849,000. Except for this sale, the Company continues to experience substantially lower land sales in the Company's principal market of Rio Rancho, New Mexico due to the severe decline in the real estate market in the greater Albuquerque-metro and Rio Rancho areas that began in earlier periods. The trend of declining permits for new home construction in the Rio Rancho area, as previously reported, also continues, with 28% fewer single-family residential building permits issued during the first ten calendar months of 2008 compared to the same period in 2007. The Company believes that this decline has been generally consistent with the well-publicized problems of the national home building industry and credit markets, including fewer sales of both new and existing homes, an increasing number of mortgage delinquencies and foreclosures and a tightening of mortgage availability. Faced with these adverse conditions, builders have slowed the pace of building on developed lots previously purchased from the Company in Rio Rancho and delayed or cancelled the purchase of additional developed lots. These factors have also contributed to a steep decline in the sale of undeveloped land to both builders and investors. The average selling price of land sold by the Company in Rio Rancho in recent years has fluctuated, as the Company offers for sale developed and undeveloped land from a number of different projects, and selling prices may vary from project to project and within projects depending on location, the stage of development and other factors. The average gross profit percentage on land sales increased from 50% and 66% for the second quarter and first six months of 2008 to 97% and 91% for the same periods in 2009, principally as a result of the 50 acre sale of undeveloped land referred to above which contributed a gross profit of approximately 99%. As a result of the revenue and gross profit factors noted, 2 the pretax income contribution from AMREP Southwest increased from $3,725,000 in the second quarter of 2008 to $3,895,000 in the current year period, but decreased from $15,439,000 in last year's six month period to $4,052,000 in the same period this year. Revenues, gross profits, average sales prices and related gross profit percentages from land sales can vary significantly from period to period as a result of many factors, including the nature and timing of specific transactions, and prior results are not necessarily a good indication of what may occur in future periods. Revenues from the Company's Kable Media Services operations, including both Fulfillment Services and Newsstand Distribution Services, remained nearly unchanged for the second quarter of 2009 versus the same period of 2008, totaling $35,254,000 this year compared to $35,592,000 last year, and increased from $67,890,000 in the first six months of 2008 to $69,277,000 for the same period in 2009. The six month increase was primarily attributable to the Company's Fulfillment Services operations, which were $32,158,000 and $62,826,000 for the second quarter and first six months of 2009 compared to $32,036,000 and $61,023,000 in the same periods of the prior year. The increase in Fulfillment Services revenues was primarily attributable to the net effect of revenue gains from new and existing clients that were offset in part by reduced and lost business. Revenues from Newsstand Distribution Services operations decreased from $3,556,000 and $6,867,000 for the second quarter and first six months of 2008 to $3,096,000 and $6,451,000 for the same periods in 2009, primarily reflecting a softening of magazine newsstand demand. Kable's operating expenses increased by $172,000 and $552,000 for the second quarter and first six months of 2009 compared to the same periods in 2008, primarily attributable to computer systems integration costs and consulting costs of the Fulfillment Services business. In addition, the Company has incurred costs directly related to its previously announced project to unify its Fulfillment Services operations under one brand, Palm Coast Data, and in one location, Palm Coast, Florida. These costs principally consisted of severance and consulting costs and totaled $75,000 and $573,000 for the second quarter and first six months of 2009 compared to $117,000 and $419,000 for the same periods of 2008. As a result, Kable Media Services pretax income (loss) contribution was $369,000 and ($155,000) for the three and six month periods ended October 31, 2008 compared to $1,101,000 and ($1,457,000) in the same periods of the prior year. AMREP Corporation's AMREP Southwest Inc. subsidiary is a major landholder and leading developer of real estate in New Mexico, and its Kable Media Services, Inc. subsidiary distributes magazines to wholesalers and provides subscription fulfillment and related services to publishers and others. ***** 3 Attachment 1 AMREP Corporation and Subsidiaries Financial Highlights (Unaudited) Three Months Ended October 31, ------------------------------ 2008 2007 ---- ---- Revenues $ 40,290,000 $ 42,090,000 Net income $ 2,895,000 $ 3,467,000 Earnings per share - Basic and Diluted $ 0.48 $ 0.55 Weighted average number of common shares outstanding 5,996,000 6,327,000 Six Months Ended October 31, ---------------------------- 2008 2007 ---- ---- Revenues $ 75,860,000 $ 93,449,000 Net income: Continuing operations $ 2,966,000 $ 9,787,000 Discontinued operations - (57,000) ----------------- ----------------- $ 2,966,000 $ 9,730,000 Earnings per share - Basic and Diluted: Continuing operations $ 0.49 $ 1.51 Discontinued operations - (0.01) ----------------- ----------------- $ 0.49 $ 1.50 Weighted average number of common shares outstanding 5,996,000 6,490,000
4 Attachment 2 The Company's land sales in Rio Rancho, New Mexico were as follows (dollar amounts in thousands): 2008 2007 ---------------------------------------- ------------------------------------------ Acres Revenues Acres Revenues Sold Revenues per Acre Sold Revenues per Acre ---------- ----------- ----------- -------- ------------ ------------ Three months ended October 31: Developed Residential 0.4 $ 86 $ 244 10.0 $ 2,740 $ 274 Commercial - - - - - - ---------- ----------- ----------- -------- ------------ ------------ Total Developed 0.4 86 244 10.0 2,740 274 Undeveloped 87.1 4,724 54 11.0 421 38 ---------- ----------- ----------- -------- ------------ ------------ Total 87.5 $ 4,810 $ 55 21.0 $ 3,161 $ 151 Six months ended October 31: Developed Residential 1.8 $ 428 $ 238 30.0 $ 9,468 $ 316 Commercial 1.0 126 126 14.0 2,921 209 ---------- ----------- ----------- -------- ------------ ------------ Total Developed 2.8 554 198 44.0 12,389 282 Undeveloped 131.9 5,519 42 302.0 8,922 30 ---------- ----------- ----------- -------- ------------ ------------ Total 134.7 $ 6,073 $ 45 346.0 $ 21,311 $ 62
The Company offers for sale developed and undeveloped land in Rio Rancho from a number of different projects, and selling prices may vary from project to project and within projects depending on location, the stage of development and other factors. -----END PRIVACY-ENHANCED MESSAGE-----